TO GET to Lewes, Del., take Route 50 east to Route 404, turn left onto Route 16 to Route 1 south.

Then burn this story and tell your friends you went to Rehoboth. Don't spoil it for the rest of us.

Lewes, the yawning lower jaw of the mouth of Delaware Bay, is the Delmarva Peninsula's quirky corner of quiet--the kind of place where standing in the middle of a downtown street is risky only if you're allergic to breezes. The weather-beaten charm of this 351-year-old community is rooted in its perennial patchwork funkiness: The architecture ranges from wide-veranda Victorian to poor-man's Georgian to early Dairy Queen. Besides that the mayor pumps gas, the beaches are free, the general store sells penny candy and breakfast costs a dollar down at the canal. Condominiums are sprouting up in Lewes now and the bridge is out, but life goes on as always. Which is slowly.

Lewes (pronounced Loo-is) is three hours from Washington's slow summer burn and seven miles north of the similarly (though seasonally) urban "Nation's Summer Capital"--which is what the sign says entering Rehoboth Beach. But even when its year-round population doubles to about 4,500 every summer, Lewes is still not the place to find T-shirt and taffy emporiums, boardwalks, beach-blanket gridlock or fever-pitch nightlife.

Lewes is for loafers.

There are four motels within the town limits (a fifth, known as Ocean House even though it overlooks the bay, is now a condominium). If you're staying in Rehoboth or Bethany or even Ocean City, day trips to Lewes will get you the relative calm of Lewes' faded, tree-shaded, antique-heavy business district. The gentle, made-for-children quality of the bayside beaches and the unspoiled seaside acreage of Cape Henlopen State Park (just south of Lewes) also account for the large number of Washingtonians and Philadelphians who own summer property in Lewes, as well as for the sizable number who retire to Lewes permanently.

Until lately, I knew Lewes primarily from the ferry--the Cape May-Lewes Ferry which crosses the Delaware Bay six times a day (14 times a day July 1 through Labor Day) to New Jersey and back. At $11 a car one-way (plus $2.50 per nondriver), the ferry costs less than two weeks of air conditioning and is twice as much fun--especially if you bring your own refreshment. Round-trip, same-day foot passengers pay $4.50. On one trip, I spent $10 in quarters on a video game in the main cabin. On later trips, I sat upstairs in the sun with the grownups. Burgers and beer are also sold on board.

Last summer, I spent a day and night in what appeared to be a 92-bedroom bayfront home rented by 10 friends (for $6,300, Memorial Day through Oct. 3). The only thing separating the house's huge screened back porch from the bay itself (where we sailed the Sunfish for hours) was a big grassy dune and a couple of horseflies. That night, I fell asleep on the porch next to a radio tuned to a Long Island rock station. In the morning I hated Ozzie Osbourne, but I'd begun to like Lewes.

To discover Lewes' true nature, though, try to stay in town for at least a few days.

Get out to Cape Henlopen State Park--May 29 through Labor Day it costs $4 per out-of-state vehicle to get in--and follow the road past the hiking trail and nature center and Frisbee course to the ocean beaches. Or veer off toward the watch tower near the very tip of Cape Henlopen itself, where you can wade in a gentle bay after a summer storm for shells and driftwood and sea-wrought scraps of smooth glass, all within sight of the Lewes town-proper shoreline, the harbor breakwater lighthouse, the ferry and, in the distance, Cape May.

"It's real nice here," says Carol Vaskelis, resident manager at the Vesuvio Motel, down on Savannah Road at the Lewes Canal. "Just don't blink your eyes," she smiles. "You'll miss it."

Vaskelis, who came to Lewes 11 years ago in part because she didn't want her daughters growing up amid the concrete of Wilmington, rents rooms at a summer daily rate of about $50 for a double (two beds, two people), $265 for the week, comparable to slightly older motels like the Cape Henlopen and Anglers on the beach side of the canal.

You used to be able to walk from the Vesuvio to the beach, but the Savannah Road (Route 9) drawbridge over the canal is being rebuilt by the state through next spring. It's a three-mile detour over the Theodore Freeman Highway (built to keep ferry and Cape Henlopen Park traffic from clogging downtown) to the beach side of the canal--where you find the town marina, home of the town's crack charter fishing fleet, and a clutch of fresh seafood restaurants like the Anglers Inn and Capt. Dale Parson's Fisherman's Wharf. (It's the Wharf's Lighthouse Coffee Shop overlooking the canal where a "Mini Breakfast" of one egg, two slices of thin, perfectly cooked bacon, a piece of toast, home fries and coffee costs $1. Two of these, which they'll serve on the same plate if you want, constitutes more food than Mom made in the morning and only costs $2. And there's no sales tax here--or anywhere in Delaware.)

Lewes has a history--351 years of it, in fact--and traces of it are abundant in any casual walk or drive through town. June 30 through September, there are the Lewes Historical Society's organized walking tours, which start Tuesdays and Thursdays through Saturdays (June 30 to Sept. 30) at the Thompson Country Store historic complex of four restored 18th-century buildings moved several years ago to Lewes from elsewhere in Delaware. The country store is a definite must stop for caramels, homemade oatmeal-raisin cookies, herb teas and fresh-baked country bread. The store and the Chippendale- and Empire-filled Burton-Ingram House next door--plus the one-room log-cabin settlers' house, built in 1700 and furnished with sleeping loft and three-legged stools--are open 10 to 4, Tuesdays through Saturdays starting June 30.

The walking tour takes you past St. Peter's Episcopal Church, whose 124-year-old red-brick spire dominates the Lewes skyline (such as it is) and in whose cemetery lie four former governors of Delaware, among others, and the oldest stone marker in town--that of one Margaret Huling, born 1631.

At Savannah Road and Kings Highway sits the ornate, red-white-and-blue-trimmed Zwaanendael Museum, a 1931 replica of the Town Hall in Hoorn, Holland, which traces Lewes' history back to its founding in 1631 as the first Dutch colony on Delaware soil. It was called Zwaanendael--or, Valley of the Swans.

"This is an awfully small town," says museum supervisor Thelma Williams, interrupting lunch at her desk to show a visitor the modest exhibitions, including a scale-model version of the original Zwaanendael colony with its log fortress walls and yellow Holland-brick dwelling. "I'm always amazed when people come in from out of town--and we've had them in from all 50 states. I'll say, 'How did you know about us? How'd you find us?' "

The original Zwaanendael colonists were killed by Indians and their settlement burned. The second community, known as Whorekill until it was renamed Lewes by William Penn, was also burned in 1673 by the British. Lewes also survived a two-day bombardment by the British fleet during the war of 1812, in which a cyprus-shingled house on Front Street took a cannonball in the foundation. The building, restored by the Lewes Historical Society, is now the Cannonball House Marine Museum.

The townspeople of Lewes more recently survived an assault not of cannonballs but of coal ports. Plans by an Annapolis developer to install a railroad-fed coal port in the southern end of town, near the now-idle site of Lewes' formerly prosperous fish-processing plants, were recently turned down by the state--and the two Lewes council members who supported the coal port voted out of office in the May election. Mayor Al Stango, who runs the Gulf station on King's Highway and was reelected to his eighth uncontested term in the same election, led the opposition. The coal port, said Stango, was not the way to bring the year-round jobs, and young people, some say, are getting too scarce among the antique shops and increasingly expensive summer homes of Lewes. He and others pointed to the relatively clean industry of places like the University of Delaware's College of Marine Studies or to Barcroft Chemical, the plant near the south-end railroad tracks that extracts magnesia from sea water for the makers of Maalox.

You'd hope that whatever Lewes decides about its future, however, it will not mess around with Florio's Restaurant.

Sue Florio is 65, in house slippers and gray hair pulled back in a bun. She is built like the wood stove that sits among the seven polished oak booths and four formica-and-wrought-iron tables in her Bank Street hideaway, and she doesn't answer the phone before 5 or open the front door until 5:30.

"Hi," she says, a shuffling presence obscured by the screen door, which she secures with a piece of wire. She had been sitting at a table in the kitchen, at the far end of the dining room. It's a Tuesday night; I am apparently the first customer. Florio flashes one of those calm, world-wise smiles, and the first customer relaxes immediately.

There is no menu--you eat what Sue Florio makes, which is usually chicken, flounder, pork chops, spaghetti and meatballs, sometimes steak. Since her parents died, she has been running the restaurant herself, with "a couple of girls" on busy summer nights. Her parents opened it 48 years ago as the Blue Moon.

"Open 24 hours during the war," she says, recalling the Navy presence established just before World War II out at what is now Cape Henlopen Park. "Used to rent your bed out upstairs for 50 cents a night and sleep in the garage."

Dinner--and a bottle of wine imported from my motel room a block away--is wonderful, plentiful and costs $5. I do stop eating long enough to meet the only other two customers at Florio's that night: Alan and Virginia Knight, a retired couple from Wallingford, Pa., have traveled all over the world--to Russia even.

Nonetheless, they spend every summer down the road apiece at their Herring Creek farm, and bring their own bottle of wine to Florio's. Where else can Al go into the kitchen to rummage for his own wine glasses while Sue Florio remembers that Virginia doesn't want any meatballs with her spaghetti? Rehoboth?

Yes, of course. Of course it was Rehoboth.

Lewes? Never heard of it.